SEC Form 4 · accession 0001999371-26-017934
DyTb, LLC · TMRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony G. Marchese
Director
Period of report
Aug 7, 2026
Accepted (ET)
Aug 14, 2026 · 10:04 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001445942
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 7, 2026 | D | 5,171,492 | — | D | 0 | D | |
| Common StockF1,F2,F3 | Aug 7, 2026 | D | 2,024,040 | — | D | 0 | I | By Insiders Trend Fund, LP. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares were disposed of pursuant to the Agreement and Plan of Merger, dated March 4, 2025 (the "Merger Agreement"), by and among Texas Mineral Resources Corp. (the "Issuer"), USA Rare Earth, Inc. ("Parent"), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("First Merger Sub") and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Second Merger Sub"). Pursuant to the Merger Agreement, on August 7, 2026, First Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "First Merger") and promptly thereafter, the Issuer merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of Parent named DyTb, LLC.
- F2Pursuant to the terms of the Merger Agreement, each share of the Issuer's common stock (other than certain excluded shares) outstanding immediately prior to the effective time of the First Merger converted into the right to receive 0.043279843 shares of common stock of Parent and cash payable in lieu of fractional shares.
- F3The reporting person serves as general partner and chief investment officer of Insiders Trend Fund, LP.